HomeMy WebLinkAbout2022-088ADocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
Continuing Contract Agreement for Consulting Services
THIS CONTINUING CONTRACT AGREE MENT for Consulting Services ("Agreement"), entered into as of this 10tn
day of May, 2022, by and between INDIAN RIVER COUNTY, a political Subdivision of the State of Florida,
("COUNTY"), and Witt O'Brien's, LLC ("CONSULTANT").
BACKGROUND RECITALS:
In compliance with state and local laws and requirements, through RFP 2022034, the COUNTY has selected the
CONSULTANTto provide certain professional services in the discipline of Grant Consultant Services.
A. The CONSULTANT is willing and able to perform the Services for the COUNTY on the terms and
conditions set forth below; and
B. The COUNTY and the CONSULTANT wish to enter into this Agreement for the CONSULTANT's Services.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. GENERAL
1.1 Professional services provided by the CONSULTANT for the COUNTY shall be identified in individual Task
Orders prepared by the COUNTY, in the form substantially similar to the template attached hereto as Exhibit 2.
All Task Orders are incorporated herein by reference.
1.2 Services related to any individual Task Order which would increase, decrease or which are otherwise
outside the scope of Services or level of effort contemplated by a Task Order shall be Services for which the
CONSULTANT must obtain the prior written approval of the COUNTY as provided by this Agreement. All terms
for the performance of such Services must be agreed upon in a written document prior to any deviation from
the terms of a Task Order; and when properly authorized and executed by both the CONSULTANT and the
COUNTY, shall become an amendment to the Task Order or a new Task Order, at the sole option of the COUNTY.
A separate Notice -to -Proceed may, at the sole option of the COUNTY, be given for each phase of the services
contained in any Task Order hereunder.
1.3 A schedule of current hourly billing rates is set forth in Exhibit 1 attached to this Agreement and made a
part hereof by this reference. These hourly billing rates will remain effective for the initial five-year term of this
Agreement.
1.4 No representation or guarantee is made by COUNTY as to the minimum or maximum dollar value,
volume of work, or type of work, if any, that CONSULTANT will receive during the term of this Agreement.
1.5 The Background Recitals are true and correct and form a material part of this Agreement.
COUNTY OBLIGATIONS
2.1 The COUNTY shall provide all requested information requested by CONSULTANT in a reasonable amount
of time.
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
2.2 The CONSULTANT shall not be considered in default for a failure to perform if such failure arises out of
causes reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT.
The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a
similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in fact
occur, then the COUNTY and CONSULTANT shall mutually agree, in writing, to the modifications to be made to
this Agreement.
RESPONSIBILITIES OF THE CONSULTANT
3.1 The CONSULTANT agrees to perform all necessary Services in connection with the assigned Project(s) as
set forth in the Work Orders and in this Agreement.
3.2 The CONSULTANTwill endeavor not to duplicate any previous work done on any Project. Before
execution of a Work Order, the CONSULTANT shall consult with the COUNTY to clarify and define the COUNTY's
requirements for the Project.
3.3 The CONSULTANT agrees to complete the Project within the time frame specified in the Work Order.
3.4 The CONSULTANT will maintain an adequate staff of qualified personnel.
3.5 The CONSULTANT will comply with all present and future federal, state, and local laws, rules,
regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement.
3.6 The CONSULTANT, as a part of the consideration hereof, does hereby covenant and agree that: (1) in
connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from
participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be
performed by CONSULTANT under this Agreement on the grounds of such person's race, color, creed, national
origin, religion, physical disability, age, or sex; and (2) the CONSULTANT shall comply with all existing
requirements concerning discrimination imposed by any and all applicable local, state, and federal rules,
regulations, or guidelines; as such rules, regulations, or guidelines may be from time to time amended.
3.7 The CONSULTANT shall during the entire term of this Agreement, procure and keep in full force, effect,
and good standing any and all necessary licenses, registrations, certificates, permits, and any and all other
authorizations as are required by local, state, or federal law, in order for the CONSULTANT to render its Services
as described in this Agreement. The CONSULTANT shall also require all sub -consultants to comply by contract
with the provisions of this section.
3.8 The CONSULTANT will cooperate fully with the COUNTY in order that all phases of the work may be
properly scheduled and coordinated.
3.9 The CONSULTANT will cooperate and coordinate with other COUNTY CONSULTANTS, as directed by the
COUNTY.
3.10 The CONSULTANT shall report the status of the Services under this Agreement to the County Project
Manager upon request and hold all drawings, calculations and related work open to the inspection of the County
Project Manager or his authorized agent at any time, upon reasonable request.
3.11 All documents, reports, tracings, plans, specifications, field books, survey notes and information, maps,
contract documents, and other data developed by the CONSULTANT for the purpose of this Agreement, are and
shall remain the property of the COUNTY. The foregoing items will be created, maintained, updated, and
2
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
provided in the format specified by the COUNTY. When all work contemplated under this Agreement is
complete, all of the above data shall be delivered to the County Project Manager.
3.12 The CONSULTANT agrees to maintain complete and accurate books and records ("Books"), in
accordance with sound accounting principles and standards for all Services, costs, and expenditures under this
Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date
and type of each Project -related expense. The COUNTY shall have the right at any reasonable time and through
any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the
accuracy of any invoice. The CONSULTANT shall retain the Books, and make them available to the COUNTY as
specified above, until the later of three (3) years after the date of termination of this Agreement, or such longer
time if required by any federal, state, or other governmental law, regulation, or grant requirement.
3.14 The CONSULTANT shall not assign or transfer any work under this Agreement without the prior written
consent of the COUNTY.
3.15 Consultant is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this
agreement, as required by Section 448.095, F.S. Consultant is also responsible for obtaining proof of E -Verify
registration and utilization for all subconsultants.
4. TERM; DURATION OF AGREEMENT
4.1 This Agreement shall commence on August 29, 2022, and remain in full force and effect for an initial
term of five years, with two additional two-year renewals available, subject to mutual agreement, unless
otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 8
"Termination".
5. COMPENSATION
5.1 The COUNTY shall pay to the CONSULTANT based on actual hours worked at the rates provided in
Exhibit 1 and submitted by monthly invoice. All payments for services shall be made to the CONSULTANT by the
COUNTY in accordance with the Florida Prompt Payment Act, as may be amended from time to time (Section
218.70, Florida Statutes, et seq.). Payment for Purchase Orders will be included in the proposal for Purchase
Order.
5.1.1 The CONSULTANT shall include on the invoices any identifiable per diem, meals and lodgings, taxi fares
and miscellaneous travel -connected expenses for CONSULTANT's personnel subject to the limitations of F. S.
section 112.061, as may be amended from time to time. Travel expenses, if any, shall not be on a direct pay
basis by the COUNTY. Notwithstanding the foregoing, the CONSULTANT acknowledges and agrees that it will not
be reimbursed for any travel within Indian River County, both after a CONSULTANT arrives from outside of
Indian River County, and where a CONSULTANT maintains an office in Indian River County.
5.2 The COUNTY may at any time notify the CONSULTANT of requested changes to the Services under an
existing Work Order, and thereupon the COUNTY and the CONSULTANT shall execute a mutually agreeable
amended Work Order or a new Work Order.
5.3 The COUNTY shall have the sole right to reduce or eliminate, in whole or in part, any portion of the
Services under any Work Order at any time and for any reason, upon written notice to the CONSULTANT
specifying the nature and extent of the reduction. In such event, the CONSULTANT shall be paid for the Services
3
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
already performed and also for the Services remaining to be done and not reduced or eliminated, upon
submission of invoices as set forth in this Agreement.
5.4 The COUNTY may, at any time and for any reason, direct the CONSULTANT to suspend Services, in whole
or in part under this Agreement. Such direction shall be in writing, and shall specify the period during which
Services shall be stopped. The CONSULTANT shall resume its Services upon the date specified, or upon such
other date as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the Services
under this Agreement for a period in excess of six (6) months, the compensation of CONSULTANT for such
suspended Services may be subject to modification. The period during which the Services are stopped by the
COUNTY shall be added to the time of performance of this Agreement.
6. ADDITIONAL WORK
6.1 If services in addition to the Services provided hereunder are required or desired by the County in
connection with the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same
outside of this Agreement; or request the CONSULTANT to provide, either directly by the CONSULTANT or by a
sub consultant, such additional services by a new Work Order or by a written amendment to a specific Work
Order.
INSURANCE AND INDEMNIFICATION
7.1 The CONSULTANT shall not commence work on this Agreement until it has obtained all insurance
required under this Agreement and such insurance has been approved by the County's Risk Manager.
7.2 CONSULTANT shall procure and maintain, for the duration of this Agreement, the minimum insurance
coverage as set forth herein. The cost of such insurance shall be included in the CONSULTANT's fee:
7.2.1 Workers' Compensation: Workers' Compensation as required by the State of Florida Employers' Liability
of $100,000 each accident, $500,000 disease policy limit, and $100,000 disease each employee.
7.2.2 General Liability: commercial general liability coverage, including contractual liability and independent
contractor, with a minimum combined single limit of $300,000 per occurrence.
7.2.3 Business Automobile Liability: owned, hired, and non -owned vehicles at a minimum combined single
limit of $300,000 per occurrence.
7.2.4 Professional Liability Insurance: providing coverage for negligent acts, errors, or omissions committed by
CONSULTANT with a limit of $1,000,000 per claim/annual aggregate. This insurance shall extend coverage to loss
of interest, earning, profit, use, and business interruption, cost of replacement power, and other special,
indirect, and consequential damages.
7.3 CONSULTANT's insurance coverage shall be primary.
7.4 All required insurance policies shall be placed with insurers licensed to do business in Florida and with a
Best's rating of A -VII or better.
7.5 The insurance policies procured shall be occurrence forms, not claims made policies with the exception
of professional liability.
4
DocuSign Envelope ID: C38C5403-0B9D-4C32-9EA7-7B8EC4F0F825
7.6 A certificate of insurance shall be provided to the County's Risk Manager for review and approval prior
to commencement of any work under this Agreement. The COUNTY shall be named as an additional insured on
all policies except business automobile liability, workers' compensation and professional liability.
7.7 The insurance companies selected shall send written notice to the County Risk Manager of its intent to
cancel or modify any required policies of insurance.
7.8 CONSULTANT shall include all subconsultants as insured under its policies or shall furnish separate
certificates and endorsements for each subconsultant. All coverages for subconsultants shall also be subject to
all of the requirements stated herein.
7.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to review any and all
policies of insurance and reasonably to adjust the limits of coverage required hereunder, from time to time
throughout the term of this Agreement. In such event, the COUNTY shall provide the CONSULTANT with
separate written notice of such adjusted limits and CONSULTANT shall comply within thirty (30) days of receipt
thereof. The failure by CONSULTANT to provide such additional coverage shall constitute a default by
CONSULTANT and shall be grounds for termination of this Agreement by the COUNTY.
7.10 To the extent permitted by law, CONSULTANT will release, indemnify, defend and hold harmless
COUNTY from and against all claims, losses, damages, costs (including legal fees), expenses and liabilities in
respect of:
(A) Loss of or damage to the property of CONSULTANT whether owned or leased by CONSULTANT; and
(B) Personal injury, including death or disease, to any person employed by CONSULTANT;
arising from or relating to CONSULTANT's performance of the agreement.
7.11 To the extent permitted by law, and to the limits set forth in section 768.28, Florida Statutes, OWNER
will release, indemnify, defend and hold harmless CONSULTANT from and against any claims, losses, damages,
costs (including legal fees), expenses and liabilities in respect of:
(A) Loss of or damage to the property of COUNTY, whether owned or leased by COUNTY; and
(B) Personal injury, including death or disease, to any person employed by COUNTY;
Arising from or relating to the COUNTY's actions in connection with the agreement.
Notwithstanding anything herein to the contrary, neither party excludes or limits its liability for fraud.
7.12 In no event shall either party be liable for any exemplary, punitive, incidental, special, or consequential
damages of any kind. Except for indemnity obligations and claims arising from breach of confidentiality, each
party's liability for any and all claims arising out of or in connection with the agreement shall not exceed, in the
aggregate, the fees actually paid by COUNTY to CONSULTANT under this agreement.
7.13 All indemnities and limitations of liability under this agreement shall apply irrespective of cause and
notwithstanding any negligence (whether sole, joint, concurrent, active, passive or gross), breach of duty
(whether statutory, contractual or otherwise) or other fault or strict liability of any party (including any
indemnified party), and shall apply irrespective of any claim in tort, under contract or otherwise at law.
TERMINATION
8.1 The occurrence of any of the following shall constitute a default by CONSULTANT and shall provide the
COUNTY with a right to terminate this Contract in accordance with this Article, in addition to pursuing any other
remedies which the COUNTY may have under this Contract or under law:
5
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
(A) if in the COUNTY's opinion CONSULTANT is improperly performing work or violating any
provision(s) of the Contract Documents;
(B) if CONSULTANT neglects or refuses to correct defective work;
(C) if in the COUNTY's opinion CONSULTANT's work is being unnecessarily delayed and will
not be finished within the prescribed time;
(D) if CONSULTANT assigns this Contract or any money accruing thereon or approved
thereon; or
(E) if CONSULTANT abandons the work, is adjudged bankrupt, or if he makes a general
assignment for the benefit of his creditors, or if a trustee or receiver is appointed for CONSULTANT or for any of
his property.
8.2. COUNTY shall, before terminating the Contract for any of the foregoing reasons, notify CONSULTANT in
writing of the grounds for termination and provide CONSULTANT with ten (10) calendar days to cure the default
to the reasonable satisfaction of the COUNTY.
8.3 The obligation to provide services under this Agreement may be terminated by either party upon seven
(7) days prior written notice in the event of substantial failure by the other party to perform in accordance with
the terms of this Agreement through no fault of the terminating party.
8.4 This Agreement may be terminated for convenience at any time by either Party provided the requesting
Party provides the other with 30 days written notice. If either Party fails to perform any of its duties or
obligation or shall violate any of the prohibitions imposed upon it under this Agreement, or shall be dissolved or
be adjudged bankrupt or shall have a petition in bankruptcy filed against it, or shall make a general assignment
for the benefit of creditors, or if a receiver shall be appointed for a Party, the other Party may terminate this
Agreement, without prejudice to any other rights or claims which it may have under this Agreement, on written
notice to the other Party and fifteen (15) business days opportunity to cure such breach. In any event, COUNTY
shall pay all fees due and expenses incurred for Services rendered through the date of termination.
8.5 In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes
any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in
accordance with its terms.
8.6 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all
documents prepared by the CONSULTANT for the COUNTY in connection with this Agreement.
8.7 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access to all
documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made
or received by the CONSULTANT in conjunction with this Agreement.
8.8 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false
invoice to the COUNTY.
8.9 TERMINATION IN REGARDS TO F.S. 287.135: CONSULTANT certifies that it and those related entities of
consultant as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created
pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this
agreement is for goods or services of one million dollars or more, CONSULTANT certifies that it and those
related entities of CONSULTANT as defined by Florida law are not on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created
pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria.
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
8.10 COUNTY may terminate this Contract if CONSULTANT is found to have submitted a false certification as
provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been
engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.
8.11 COUNTY may terminate this Contract if CONSULTANT, including all wholly owned subsidiaries, majority-
owned subsidiaries, and parent companies that exist for the purpose of making profit is found to have been
placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in
section 215.4725, Florida Statutes.
9. TRUTH -IN -NEGOTIATION CERTIFICATE: CONTINGENCY FEES
9.1 Execution of this Agreement by the CONSULTANT shall act as the execution of a truth- in -negotiation
certificate certifying that the wage rates and costs used to determine the compensation provided for in this
Agreement are accurate, complete and current as of the date of the Agreement. The wage rates and costs shall
be adjusted to exclude any significant sums should the COUNTY determine that the wage rates and costs were
increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees
paid to outside CONSULTANTs. The COUNTY shall exercise its rights under this "Certificate" within one (1) year
following final payment. COUNTY has the authority and right to audit CONSULTANT's records under this
provision. The COUNTY does not hereby waive any other right it may have pursuant to Section 287.055, Florida
Statutes, as it may be from time -to -time amended.
10. MISCELLANEOUS PROVISIONS
10.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the
CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way to be considered employees
of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not
otherwise.
10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous
negotiations, correspondence, conversations, agreements, or understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements, or understandings of any
nature whatsoever concerning the subject matter of the Agreement that are not contained in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or
contemporaneous representations or agreements, whether oral or written. No alteration, change, or
modification of the terms of this Agreement shall be valid unless made in writing and signed by the
CONSULTANT and the COUNTY.
10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according
to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or
otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal
jurisdiction, in the United States District Court for the Southern District of Florida.
10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and
additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in
equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now
or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon
compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the
event of a continuing or subsequent delinquency or default. A party's waiver of one or more defaults does not
7
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
constitute a waiver of any other delinquency or default. If any legal action or other proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
10.5 Severability. If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then
the application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be
deemed valid and enforceable to the extent permitted by law.
10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability
of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County.
10.7 No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.
10.8 Survival. Except as otherwise expressly provided herein, each obligation In this Agreement to be
performed by CONSULTANT shall survive the termination or expiration of this Agreement.
10.9 Construction. The headings of the sections of this Agreement are for the purpose of convenience only,
and shall not be deemed to expand, limit, or modify the provisions contained in such sections. All pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the parties or parties may require. The parties hereby acknowledge and agree that each was properly
represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial rule
of construction to the effect that a legal document shall be construed against the draftsperson shall be
inapplicable to this Agreement.
10.10 Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be
deemed to be an original copy and all of which shall constitute but one and the same instrument.
10.11 Public Records Compliance
Indian River County is a public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply
with Florida's Public Records Law. Specifically, the CONSULTANT shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that does
not exceed the cost provided in Chapter 119 or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and following
completion of the contract if the CONSULTANT does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the
CONSULTANT or keep and maintain public records required by the County to perform the service. If the
CONSULTANT transfers all public records to the County upon completion of the contract, the CONSULTANT shall
destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the
CONSULTANT shall meet all applicable requirements for retaining public records. All records stored
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
electronically must be provided to the County, upon request from the Custodian of Public Records, in a format
that is compatible with the information technology systems of the County.
B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the CONSULTANT to comply with these requirements shall be a material breach of this Agreement.
11. FEDERAL CLAUSES
11.1 During the performance of this contract, the CONSULTANT agrees to ensure equal employment
opportunity as follows:
(A) The CONSULTANT will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The CONSULTANT will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment without regard to their race,
color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to
post in conspicuous places, available to employees and applicants for employment, notices to be provided
setting forth the provisions of this nondiscrimination clause.
(B) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of
the CONSULTANT, state that all qualified applicants will receive considerations for employment without regard
to race, color, religion, sex, or national origin.
(C) The CONSULTANT will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising the said
labor union or workers' representatives of the CONSULTANT's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
(D) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(E) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and
will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(F) In the event of the CONSULTANT's noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in
whole or in part and the CONSULTANT may be declared ineligible for further Government contracts or federally
assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.
14
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
(G) The CONSULTANT will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon each subconsultant or vendor. The
CONSULTANT will take such action with respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided,
however, That in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a
subconsultant or vendor as a result of such direction by the administering agency the CONSULTANT may request
the United States to enter into such litigation to protect the interests of the United States.
11.2 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).
(A) Overtime requirements. No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall require or permit
any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(B) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (A) of this section the CONSULTANT and any subcontractor or vendor responsible
therefor shall be liable for the unpaid wages. In addition, such CONSULTANT and subcontractor or vendor shall
be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,
to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with
respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the
clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (A) of this section.
(C) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the CONSULTANT or subconsultant or vendor under any such contract or any
other Federal contract with the same prime CONSULTANT, or any other federally -assisted contract subject to
the Contract Work Hours and Safety Standards Act, which is held by the same prime CONSULTANT, such sums as
may be determined to be necessary to satisfy any liabilities of such CONSULTANT or subconsultant or vendor for
unpaid wages and liquidated damages as provided in the clause set forth in paragraph (B) of this section.
(D) Subcontracts. The CONSULTANT or subconsultant or vendor shall insert in any subcontracts
the clauses set forth in paragraph (A) through (D) of this section and also a clause requiring the subconsultants
to include these clauses in any lower tier subcontracts. The prime CONSULTANT shall be responsible for
compliance by any subconsultant or lower tier subconsultant with the clauses set forth in paragraphs (A)
through (D) of this section.
11.3 The CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant
to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. The CONSULTANT agrees to report each violation to
COUNTY and understands and agrees that the COUNTY will, in turn, report each violation as required to assure
notification to the State of Florida, Federal Emergency Management Agency, and the appropriate Environmental
Protection Agency Regional Office. The CONSULTANT agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA.
11.4 The CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant
to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The CONSULTANT agrees to
report each violation to the COUNTY and understands and agrees that the COUNTY will, in turn, report each
violation as required to assure notification to the State of Florida, Federal Emergency Management Agency, and
10
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
the appropriate Environmental Protection Agency Regional Office. The CONSULTANT agrees to include these
requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance
provided by FEMA.
11.5 The CONSULTANT agrees to comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act, where applicable.
11.6. A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide
exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180
that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or
otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority
other than Executive Order 12549.This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such the CONSULTANT is required to verify that none of the CONSULTANT, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. §
180.940) or disqualified (defined at 2 C.F.R. § 180.935). The CONSULTANT must comply with 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in
any lower tier covered transaction it enters into. This certification is a material representation of fact relied 'and
2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida and COUNTY, the Federal
Government may pursue available remedies, including but not limited to suspension and/or debarment. The
bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The
bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered
transactions.
11.7 CONSULTANTS who apply or bid for an award of $100,000 or more shall file the required certification
under the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended). Each tier certifies to the tier above
that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or
any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds
that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier
up to the recipient.
11.8 In the performance of this contract, the CONSULTANT shall make maximum use of products containing
recovered materials that are EPA -designated items unless the product cannot be acquired—
(A) Competitively within a timeframe providing for compliance with the contract performance schedule;
(B) Meeting contract performance requirements; or
(C) At a reasonable price.
(D) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines
web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
11.10 The following access to records requirements apply to this contract:
(A) The CONSULTANT agrees to provide State of Florida, Indian River County, the FEMA Administrator,
the Comptroller General of the United States, or any of their authorized representatives access to any books,
documents, papers, and records of the CONSULTANT which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions.
(B) The CONSULTANT agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
11
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
(C) The CONSULTANT agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the contract.
11.11 The CONSULTANT shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of
DHS agency officials without specific FEMA pre -approval.
11.12. This is an acknowledgement that FEMA financial assistance may be used to fund the contract. The
CONSULTANT will comply will all applicable federal law, regulations, executive orders, FEMA policies,
procedures, and directives.
11.13 The Federal Government is not a party to this contract and is not subject to any obligations or liabilities
to the non -Federal entity, CONSULTANT, or any other party pertaining to any matter resulting from the contract.
11.14 The CONSULTANT acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the CONSULTANT's actions pertaining to this contract.
11.15 CONSULTANT shall take the following affirmative steps to ensure minority business, women's business
enterprises and labor surplus area firms are used when possible:
(A) Placing qualified small and minority businesses and women's business enterprises on solicitation
lists.
(B) Ensuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources.
(C) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business enterprises.
(D) Establishing delivery schedules, where the requirement permits, which encourage participation
by small and minority businesses, and women's business enterprises.
(E) Using the services and assistance of the Small Business Administration and the Minority
Business Development Agency of the Department of Commerce.
11.16 Prohibition on Contracting for Covered Telecommunications Equipment or Services:
(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered
telecommunications equipment or services; interconnection arrangements; roaming; substantial or
essential component; and telecommunications equipment or services have the meaning as defined in
FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications
Equipment or Services (Interim), as used in this clause—
(b) Prohibitions.
(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No.
115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from
obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain
telecommunications products or from certain entities for national security reasons.
(2) Unless an exception in paragraph (c) of this clause applies, the consultant and its subconsultants may not
use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency
Management Agency to:
(i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or
services as a substantial or essential component of any system, or as critical technology of any system;
(ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses
covered telecommunications equipment or services as a substantial or essential component of any
system, or as critical technology of any system;
12
DocuSign Envelope ID: C38C5403-OB9D-4C32-gEA7-7B8EC4FOF825
(iii) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or
services as a substantial or essential component of any system, or as critical technology as part of any
system; or
(iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any
equipment, system, or service that uses covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology as part of any system.
(c) Exceptions.
(1) This clause does not prohibit consultants from providing—
(i) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection
arrangements; or
(ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any
user data or packets that such equipment transmits or otherwise handles.
(2) By necessary implication and regulation, the prohibitions also do not apply to:
(i) Covered telecommunications equipment or services that:
L Are not used as a substantial or essential component of any system; and
ii. Are not used as critical technology of any system.
(ii) Other telecommunications equipment or services that are not considered covered telecommunications
equipment or services.
(d) Reporting requirement.
(1) In the event the consultant identifies covered telecommunications equipment or services used as a
substantial or essential component of any system, or as critical technology as part of any system, during
contract performance, or the consultant is notified of such by a subconsultant at any tier or by any other
source, the consultant shall report the information in paragraph (d)(2) of this clause to the recipient or
subrecipient, unless elsewhere in this contract are established procedures for reporting the information.
(2) The Consultant shall report the following information pursuant to paragraph (d)(1) of this clause:
(i) Within one business day from the date of such identification or notification: The contract number; the
order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier
Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment
manufacturer number, manufacturer part number, or wholesaler number); item description; and any
readily available information about mitigation actions undertaken or recommended.
(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further
available information about mitigation actions undertaken or recommended. In addition, the consultant
shall describe the efforts it undertook to prevent use or submission of covered telecommunications
equipment or services, and any additional efforts that will be incorporated to prevent future use or
submission of covered telecommunications equipment or services.
(e) Subcontracts. The Consultant shall insert the substance of this clause, including this paragraph (e), in all
subcontracts and other contractual instruments.
11.17 Domestic Preference for Procurements
As appropriate, and to the extent consistent with law, the consultant should, to the greatest extent
practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials
produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other
manufactured products.
For purposes of this clause:
Produced in the United States means, for iron and steel products, that all manufacturing processes, from
the initial melting stage through the application of coatings, occurred in the United States.
Manufactured products mean items and construction materials composed in whole or in part of non-
ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe;
aggregates such as concrete; glass, including optical fiber; and lumber.
13
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
IN WITNESS WHEREOF, OWNER and CONSULTANT have signed this Agreement in duplicate. One counterpart each
has been delivered to OWNER and CONSULTANT. All portions of the Contract Documents have been signed or
identified by OWNER and CONSULTANT or on their behalf.
This Agreement will be effective on August 29, 2022.
OWNER:
INDIAN RIVER COUP
By: 1�
Pe O'B
By:
Witt O'Brien's, LLC
�y �ppSM.Ss..^✓�
Jason E. Prov4n, County /administrator
(Consultant)
cheryl joiner, Director contra -;,.L, -)mpliance
(CORPORATE SEAL)
v Attest
fffi-
APPROVED AS TO FORM AND LE UFFICIENCY:
By:
Dylan Reingold, County Attorney Designated Representative:
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
Deputy Cle
(SEAL)
Designated Representative:
Name: Kristin Daniels, CGFO
Title: Director, Office of Management and Budget
Address: 180127th Street, Vero Beach, FL 32960
Phone: 772.226.1257
Email: kdaniels@ircgov.com
Legal Notices:
Dylan Reingold
County Attorney
180027 th Street, Vero Beach, FL 32960
772.226.1427
Email: dreingold@ircgov.com
14
Attention: Director of Contracts & Comprr
818 Town & Country Blvd., Suite 200
Houston, TX 77024
Phone: (281) 320-9796
Alternate Phone: (281) 606-4721
Email: contractreauests@wittobriens.com
with a copy to cloiner@wittobriens.com
For Legal Notices, a copy shall be provided to:
Witt O'Brien's, LLC
Attention: Legal Counsel
2200 Eller Drive
Fort Lauderdale, FIL 33316 USA
Email:.biong@ckor.com
with a copy to cloiner@wittobriens.com
(If CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
Exhibit 1 to the Agreement — Pricing
,�iy;'n�tve✓ �'u�thvr✓�*,�
15
DocuSign Envelope ID: C38C5403-089D-4C32-9EA7-7B8EC4FOF825
DocuSign Envelope ID: E686565A-BA86-43BF-B4DE-186AC1603BAF
2022034 RFP for Grant Consultant Services
PROPOSAL PRICING — RFP #2022034 Grant Consultant Services
Proposer submits the following prices for the work described in this solicitation: Rates provided include
all costs associated with the performance of the work, such as overhead and profits. Reimbursement
for travel expenses will be made at actual cost and without markup.
1. Project Manager
UL
$ 220.00
2. PA Specialist - Disaster Recovery Specialist 1
$105.00
3. Disaster Recovery Specialist II
$115.00
4. Disaster Recovery Specialist III
$133.00
5. Subject Matter Expert
$155.00
6. Administrative Support 1
$ 60.00
7.
$
8.
$
9.
$
10.
$
Describe processes in place or methods used to ensure hours worked are reasonable and not inflated
(attach additional pages, if necessary): Please see our response in'Section G.1 Hours Tracking and Cost Reasonableness' of
our proposal.
The undersigned hereby certifies that they have read and understand the contents of this solicitation
and agree to furnish at the prices shown above all of the services specified in the RFP document,
subject to all instructions, conditions, specifications and attachments hereto. Failure to have read all
the provisions of this solicitation shall not be cause to alter any resulting contract or request additional
compensation.
Witt O'Brien's, LLC
Name of Firm
t t?i±:
Authorized Signature
Senior Managing Director, Government Solutions
Title
3/22/2022
Date Signed
2200 Eller Drive, P.O. Box 13038
Address
Fort Lauderdale, Florida 33316
City, State, Zip Code
( 202) 817-5802
Phone
Jhoyes@wittobriens.com;
cc - contractrequests@wittobriens.com
E-mail
Page 16 of 37
RFP NO. 2022034 - GRANT CONSULTANT SERVICES
wittobriens.com /
G.1 HOURS TRACKING AND COST REASONABLENESS
Witt O'Brien's utilizes a combination of active project management, as detailed in previous sections of
this response, and a robust time -keeping entry and approval process through our Workday application.
The Project Manager and senior staff allocated to the County will be present and up to speed with the
tasks assigned to our staff to support grant application submittal and follow-through at all times. We
are also keenly aware of the management costs allocations that can be obtained for supporting various
grants to fund our services and what is required to document and support costs for our assistance. Our
time -keeping system allows entry down to the 15 -minute increment; the person entering time is
required to select their activities from a two-level FEMA eligible list of direct and indirect tasks, and the
additional comment box must be populated with the work being conducted for a specific project or
group of projects. In the time approval process, we ensure all of the appropriate data is populated for
each stage of the grant support and that the deliverables match that work effort accordingly. The steps
and processes detailed here will help to ensure hours worked are reasonable and not inflated, and that
the County is getting the best value for the support it is funding.
RFP NO. 2022034 - GRANT CONSULTANT SERVICES wittobriens.com /
DocuSign Envelope ID: C38C5403-OB9D-4C32-9EA7-7B8EC4FOF825
Exhibit 2 - Task Order Template
This Task Order No. _, Statement of Work for
("Task Order") effective as of
Indian River County ("County") and Witt O'Brien's, LLC ("Consultant")
WHEREAS, this Task Order is in support of the
, and attached herein as an exhibit;
for the
between
("Agreement"), dated
WHEREAS, the County selected the Consultant to provide Services, as defined in the proposal ("Proposal") dated
, and attached herein as an exhibit;
NOW, THEREFORE, in consideration of the terms and conditions contained in the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are acknowledged, County and Consultant hereby
agree as follows:
1. Parties mutually agree to add the following terms (if applicable):
2. Parties mutually agree to add the following specific scope:
3. Parties mutually agree to add the following performance period:
4. Parties mutually agree to add the following not to exceed amount:
5. Other Terms and Conditions: All other terms and conditions of the basic Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, execute this Task Order to
be effective as of the date set forth above.
Indian River County, FL
Witt O'Brien's, LLC
Name:
Title:
Date:
Name:
Title:
Date:
18
WITT O'BRIEN'S, LLC
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS
IN LIEU OF ANNUAL MEETING
The undersigned, being all of the members of the Board of Managers (the "Board") of Witt
O'Brien's, LLC, a Delaware limited liability company (the "Company"), hereby consent to the
adoption of the following resolutions, said consent to have the same force and effect as a vote of
the Board at an annual meeting of the Board:
WHEREAS, the Board desires to adopt resolutions by unanimous written consent in lieu of the
annual meeting of the Board for 2021.
NOW, THEREFORE, BE IT
RESOLVED, that the undersigned hereby waive any formal requirements, including the
necessity of holding a formal or informal meeting, and any requirements that notice of
such meeting be given; and be it further
RESOLVED, that the following persons are hereby appointed to the offices set forth
opposite their respective names, to hold office until their respective successors shall have
been duly appointed and qualified, except in the event of earlier termination of term of
office through death, resignation, removal or otherwise:
Tim Whipple
Bruce Weins
William C. Long
Greg Fenton
Jonathan Hoyes
Lisa Manekin
Cheryl Joiner
Michael Schifano
Michelle Pashko
and be it further
Chief Executive Officer
Senior Vice President & Chief Financial Officer
Executive Vice President, Chief Legal Officer
and Secretary
Senior Managing Director
Senior Managing Director
Vice President and Treasurer
Director of Contracts & Compliance
Vice President & Chief Information Officer
Vice President -Human Resources
RESOLVED, that the Amended and Restated Signature Authorizations set forth on
Schedule A, attached hereto (the "Signature Authorizations"), are hereby approved
effective as of the date hereof and supersede all prior authorizations; and be it further
RESOLVED, that Tim Whipple, Chief Executive Officer, is hereby authorized to amend the
Signature Authorizations from time to time as he deems necessary and appropriate to
carry out the business purposes of the Company, and to execute, certify, and deliver
documentation evidencing such authorization; and be it further
RESOLVED, that (a) the undersigned may evidence their consent to this Unanimous
Written Consent by (i) executing a counterpart hereto and delivering the same to the
Company in paper form, by facsimile or electronic mail in portable document format
(PDF) or (ii) electronic transmission (i.e., email) stating that such person consents to
actions set forth in the Unanimous Written Consent, and (b) this Unanimous Written
Consent shall be effective for all purposes as of the latest date consent hereto is received
by one of the means referenced in clause (a) above.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent on the
dates set forth below.
BOARD OF MANAGERS
a—, -A4,t
Eric Fabrik nt
Dated: 8 3 I
Lowt-2011 ,
Dated: 3
Bruce Wei Is
Dated: 31
[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF WITT O'BRIEN'S, LLC]
SCHEDULE A
WITT O'BRIEN'S, LLC
SIGNATURE AUTHORIZATIONS
(Amended and Restated as of August 31, 2021)
General
The Board of Managers ("Board") and officers of Witt O'Brien's, LLC (the "Company") are authorized to
sign contracts, insurance documents, statements, amendments, and other miscellaneous documents, in
the name of, and on behalf of, the Company that are required in the ordinary course of the Company's
daily business activities, except if such contracts or documents directly relate to actions that require prior
approval of the Board. Additionally, the Board and officers of the Company may delegate signature
authority to an employee provided such authorization is in writing.
The following persons are authorized to draw checks on behalf of the Company from Company accounts,
when such checks are signed with the signature of such person certified to such financial institution by
the Vice President/Assistant Secretary, Vice President/Treasurer or any Chief Financial Officer of the
Company:
Tim Whipple Chief Executive Officer
Bruce Weins Senior Vice President & Chief Financial Officer
William C. Long Executive Vice President, Chief Legal Officer & Secretary
Lisa Manekin Vice President and Treasurer
Client Contracts and Proposats
The following persons are authorized to sign contracts in the name of, and on behalf of, the Company,
governing the performance of work and/or services to its clients, including any ancillary documents,
amendments, task orders, purchase orders, and/or extensions related thereto ("Client Contracts"), and to
sign proposals including any associated ancillary documents, in the name of, and to be submitted on
behalf of, the Company in response to requests for proposals ("Proposals"), and to execute, certify, and
deliver documentation evidencing such authorization:
Tim Whipple Chief Executive Officer
Bruce Weins Senior Vice President & Chief Financial Officer
William C. Long Executive Vice President, Chief Legal Officer
and Secretary
Greg Fenton
Senior Managing Director
Jonathan Hoyes
Senior Managing Director
Lisa Manekin
Vice President and Treasurer
Cheryl Joiner
Director of Contracts & Compliance
WITT O'BRIEN'S, LLC Signature Authorizations - Page 1 of 2
(Amended and Restated as of August 31, 202 1)
The following persons are authorized to sign non-disclosure/confidentiality agreements, and teaming
agreements on behalf of the Company, and to execute, certify, and deliver documentation evidencing such
authorization:
Tim Whipple Chief Executive Officer
Bruce Weins
Senior Vice President & Chief Financial Officer
William C. Long
Executive Vice President, Chief Legal Officer
William C. Long
and Secretary
Greg Fenton
Senior Managing Director
Jonathan Hoyes
Senior Managing Director
Lisa Manekin
Vice President and Treasurer
Cheryl Joiner
Director of Contracts & Compliance
Vendor Contracts
The following persons are authorized to sign contracts with persons or entities that will provide products
and/or services to the Company, including but not limited to subcontractor agreements, IT agreements,
office supply agreements, equipment leases and the like, on behalf of, and in the name of the Company,
and to execute, certify, and deliver documentation evidencing such authorization:
Tim Whipple
Chief Executive Officer
Bruce Weins
Senior Vice President & Chief Financial Officer
William C. Long
Executive Vice President, Chief Legal Officer
and Secretary
Greg Fenton
Senior Managing Director
Jonathan Hoyes
Senior Managing Director
Lisa Manekin
Vice President and Treasurer
Cheryl Joiner
Director of Contracts & Compliance
Michael Schifano
Vice President & Chief Information Officer
Offer Letters
Michelle Pashko, Vice President of Human Resources, is authorized to sign offer letters on behalf of the
Company, in connection with the employment or engagement of an individual to provide services to the
Company provided that she consults with, and obtains the consent of, the Chief Executive Officer of the
Company to proceed with the offer, and to execute, certify, and deliver documentation evidencing such
authorization.
WITT O'BRIEN'S, LLC Signature Authorizations - Page 2 of 2
(Amended and Restated as of August 31, 2021)